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LAWLAB LICENSE AGREEMENT

LAWLAB is a software product owned and managed by ILG Innovation Law Lab (“Law Lab”), an Oregon non-profit organization, the licensor.

As used in this License Agreement, “you” collectively means yourself, your firm or organization (the user and licensee), and your Authorized Users.

As used in this License Agreement, “Authorized Users” means the attorneys of your firm, your employees, and your authorized agents.

Before you and your Authorized Users can access your individual LAWLAB website as set forth below (the “Site”) and use the LAWLAB software system and related documentation or media, you must first agree to comply at all times with the terms and conditions contained in this LAWLAB License Agreement (“Agreement”).

Please read through the terms of this Agreement carefully. If you agree to be bound by all of the terms as set forth in this Agreement, click “I Agree” at the end of the Agreement. By clicking on “I Agree” you are indicating your acceptance of this Agreement, you are representing that you have the right and authority to enter into this Agreement on behalf of yourself, your firm, and its Authorized Users, and you consent to be legally bound by all of the terms of this Agreement.

If you do not agree to all these terms or cannot make such representations, click the “I Do Not Agree” button at the end of this Agreement. If you elect not to accept the terms of this Agreement, you may not access or use LAWLAB.

AGREEMENT

1) License Grant. Subject to your compliance with the terms of this Agreement and payment of the applicable fees, Law Lab grants you and your Authorized Users a limited, nonexclusive, nonsublicensable, and nontransferable license to use the LAWLAB system in its current form with any accompanying documentation and manuals, including access to the software, hosting services, video tutorials, faqs, and limited training and support as provided in Section 8.

2) Monthly License Fee. For use of the LAWLAB system as set forth in this Agreement, you agree to pay the following monthly license fee: $25 a month per user, or, $100/month for unlimited users. Subject to Section 3 below, monthly licensing fees are due and payable to Law Lab by you on the first day of each month. Law Lab will automatically charge the credit card number you submitted to us for the applicable fee for the number of users designated by you or for unlimited users, whichever is applicable. Monthly licensing fees may be increased by Law Lab upon 30 days prior written notice to you.

3) Automatic Renewal; Termination. Unless you provide Law Lab with thirty (30) days prior written notice of your intent not to renew this Agreement, this Agreement shall automatically renew on a monthly basis without further notice to you from Law Lab, subject to any change in the license fee under Section 2. Either party may terminate this Agreement upon the other party’s breach of this Agreement and failure to fully remedy the breach within thirty (30) days of receiving written notice of such breach. Upon termination of this Agreement for any reason, your URL and LAWLAB access will be deactivated, and you and your Authorized Users shall immediately cease all use of LAWLAB in any form and return or destroy all copies of LAWLAB documentation in your possession or control.

4) Limitations on Use. The foregoing license grant is for your business use only, for the management of your clients, documents, and related data on the LAWLAB system. This license grant ends upon termination of this Agreement. At all times and under all circumstances you agree that you shall not: A) Sublicense, copy, distribute, modify, adapt, translate, reverse engineer, decompile, disassemble, or prepare derivative works based on LAWLAB;

B) Use or allow use of LAWLAB by more than the designated number of Authorized Users, if you are paying per user.

C) Use or allow use of LAWLAB by anyone except Authorized Users;

D) Access, use, or disclose LAWLAB source code;

E) Remove or alter any copyright, trademark, or other proprietary notices included in or affixed to LAWLAB;

F) Sell, license, disclose, develop, or distribute any product designed or intended for use with LAWLAB, without Law Lab’s prior written consent;

G) Transfer, sell, sublicense, or assign any of your rights under this Agreement to another individual, organization, or entity, without Law Lab’s prior written consent;

H) Represent that LAWLAB is your product and/or proprietary to you;

I) Use any robot, spider, other automated device, or manual process to monitor or copy any content from LAWLAB;

J) Interfere with Law Lab, its servers, or its ability to provide services;

K) Use LAWLAB to upload, transmit, or otherwise distribute any content that contains viruses, spam, Trojan horses, worms, time bombs or other harmful content; or

L) Use LAWLAB in any way not authorized under the terms of this Agreement.

5) Your Obligations. You agree that:

A) You shall at all times prevent anyone from using LAWLAB without sufficient malpractice insurance or in any unlawful manner, including violation of your state’s applicable rules of professional conduct governing attorneys and the unlawful practice of law;

B) In order for Law Lab to promote secure access to and use of LAWLAB, you must provide current, accurate identification, contacts, and other information that may be required as part of the registration process and/or continued use of LAWLAB;

C) You are responsible for protecting the security of your login credentials including but not limited to user names and passwords;

E) You shall at all times take any reasonable steps necessary to ensure that all of your Authorized Users comply with the terms of this Agreement; and

F) Because LAWLAB is hosted on the cloud through Amazon Web Services (“AWS”), you acknowledge that this agreement is subject to and incorporates AWS’s Customer Agreement, available at https://aws.amazon.com/agreement/, and you agree to abide by the terms of AWS’s Customer Agreement.

6) Ownership. ILG Innovation Law Lab and LAWLAB are owned exclusively by Law Lab except for portions which may be subject to open source licenses. You acknowledge that Law Lab makes no representations to you regarding ownership of any open source software contained within LAWLAB. All other right, title, and interest in LAWLAB, related intellectual property, including any updates or revisions and any accompanying programs, products, or documentation, is and shall remain the sole and exclusive property of Law Lab and its successors and assigns. Other than the license grant expressly set forth in this Agreement, no interest in, rights or licenses to LAWLAB are granted to you, and no interest in, rights or licenses to LAWLAB shall inure in or accrue to you, whether by implication, estoppel, or otherwise. All rights of any kind in LAWLAB that are not expressly granted to you under this Agreement are expressly reserved to and by Law Lab, its licensors, successors and assigns.

7) Confidentiality & Security.

A) Both parties agree to treat the information contained in LAWLAB and your account as confidential and not to use or disclose such information except as necessary to fulfill obligations under this Agreement.

B) You agree that Law Lab and its agents may collect and use technical and related information, including but not limited to information about your computer, system and application software, gathered periodically to facilitate the provision of software updates and product support.

C) Any and all content that you upload or post to the LAWLAB systems is your property at all times.

D) Law Lab’s access and use of the information you upload to LAWLAB is strictly limited to the following: (i) if you specifically request assistance from us to address a problem with the software, Law Lab’s developer will access your account solely to address the technical issue and for no other or additional purpose; and (ii) if Law Lab is required to disclosed the information by law (such as in response to a subpoena or court order).

E) In the event LawLab receives any subpoena or court order that would require disclosure of information described in paragraph 7(D), LawLab will give you reasonable prior written notice before complying.

8) Support, Documentation, Upgrades.

A) Hosting. Law Lab will provide you with an individual URL established exclusively for your use and access to LAWLAB. The Site is hosted on the cloud by Amazon Web Services. More information on security can be found in the LAWLAB faqs.

B) Training; User Support & Documentation. The monthly licensing fee includes video tutorials, manuals, faqs, and limited start-up training and support. Any additional training, support, or materials, including any customized materials, requested by you is subject to an additional fee and a consulting agreement with Law Lab. C) Modifications & Upgrades. Law Lab may from time to time develop LAWLAB upgrades and revisions based on user feedback and enhancements essential to the technological advancement of the product. Other than as expressly set forth in this Agreement and unless otherwise agreed in writing by Law Lab, Law Lab shall not be obligated to provide any updates, revisions, new versions, bug fixes, maintenance, or support for your use of LAWLAB.

D) Temporary Interruptions. Law Lab reserves the right to temporarily suspend access to LAWLAB or the Site for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will provide no less than two business days’ notice prior to any such suspension. Such notice will be provided to you in advance. Further, Law Lab will endeavor to confine operational suspensions with reasonable efforts to minimize disruptions for you.

9) DISCLAIMER OF WARRANTY. LAW LAB WARRANTS THAT IT HAS THE RIGHT TO ENTER INTO THIS AGREEMENT; HOWEVER, LAW LAB MAKES NO FURTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CONCERNING LAWLAB OR THE SITE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LAW LAB DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, YOUR SYSTEM’S REQUIRMENETS, THAT IT IS COMPATIBLE WITH YOUR SYSTEM OR YOUR SOFTWARE, OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

10) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAW LAB, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ASSIGNS, BE LIABLE TO YOU, YOUR AUTHORIZED USERS, OR ANY THIRD PARTY FOR LOST OR DAMAGED DATA; SUBSTITUTE GOODS; LOST PROFITS; INTERRUPTION OF BUSINESS; OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER LEGAL THEORY. FURTHER, IN NO EVENT SHALL THE LIABILITY OF LAW LAB, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ASSIGNS FOR THE USE OR INABILITY TO USE LAWLAB, THE SITE, OR FOR BREACH OF THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU TO LAW LAB OVER THE COURSE OF A THREE (3) MONTH PERIOD.

11) Indemnification. You agree to indemnify and hold Law Lab, its officers, directors, employees, agents, and assigns harmless from any and all disputes, causes of action, suits, claims, fees or costs, including reasonable attorney’s fees, arising from or related to your or your Authorized Users’ breach of this Agreement, including but not limited to any representations made by you or your Authorized Users under this Agreement, or you or your Authorized Users’ use of LAWLAB or the Site.

12) Miscellaneous Provisions.

A) Compliance with Laws. You warrant and represent that you and your Authorized Users shall at all times comply with all applicable laws and regulations, including but not limited to the laws of your state governing the practice of law, in connection with your use of the Site and LAWLAB.

B) Waiver. All waivers shall be in writing. A waiver or failure of any party to insist upon strict compliance of any obligation under this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

C) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon, without regard to Oregon’s conflict-of-laws principles. The parties agree that any claim asserted in any legal proceeding by one party against the other shall be commenced and maintained exclusively in the state or federal court located in Multnomah County, Oregon. Both parties agree to submit to the jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum.

D) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one and the same instrument.

E) Entire Agreement; Addendums. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations regarding the Site or your use of LAWLAB. This Agreement may not be modified or amended except in a writing signed by both parties. Any preprinted terms on any purchase order you may submit are expressly rejected by Law Lab and shall be given no force or effect.

F) Severability. Any term or provision of this Agreement deemed invalid or unenforceable in any jurisdiction shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or otherwise affect the validity or enforceability of any term or provision of this Agreement.

G) Injunctive Relief. You agree that it would be difficult to measure damages to Law Lab in the event of any breach by you of this Agreement and that monetary damages would be an inadequate remedy for any such breach. Accordingly, you agree that in the event of your or your Authorized Users’ actual or threatened breach of this Agreement, Law Lab shall be entitled, in addition to all other remedies it may have at law or in equity, to an injunction or other appropriate orders to restrain any such breach or any attempted breach without showing or proving any actual damage sustained by Law Lab. The amount of the bond, if any, to be posted by Law Lab in seeking such injunction shall be not more than $2,500, but this provision shall not limit or be evidence of the amount of damages to Law Lab. Nothing in this paragraph shall be construed as precluding or limiting any other remedies available to Law Lab at law or in equity for any breach or threatened or attempted breach of this Agreement, including the recovery of damages.

H) Attorney Fees. If any action is brought by a party to this Agreement to enforce or interpret its terms or provisions, the prevailing party shall be entitled to reasonable attorney fees and costs incurred in connection with such action, prior to, at trial, and on any appeal.